Flying Lessons
by BGeek
Summary: Set pre-Sidekicks. The gang has just gotten together, and Billy and Teddy get to know each other while Billy learns to fly. BillyxTeddy, Mild swearing.


Flying Lessons

BillyxTeddy

Warnings: boykissing

Disclaimer: I do not own any of these characters or settings. That's all Marvel.

Teddy sat in the dilapidated mansion and tried not to panic.

The silence from the Captain America wannabe across from him was not the distraction he'd been hoping to find when he agreed to join the superhuman team. He needed to stop thinking about Greg and the total devastation of his highschool status, and he'd **thought**, when Nathaniel had approached him about the need to gather a force against Kang, that busting a few bad guys would be just the thing.

But now they were just sitting here, waiting for Nate to return with the last addition to their team, in stone cold silence that left him wanting to yell 'shut up' at his brain.

He was about to speak up, try again to start a conversation with the argumentative black boy across from him, when the door opened.

Nate stepped in first, Iron Lad gear melting away when he was through the door, and Teddy almost didn't see the small teen behind him.

The newcomer was... tiny, in Teddy's opinion. Beside Eli, Iron Lad, and himself, the boy looked fragile. More than a little cute – Teddy hid a blush – but delicate looking. Not entirely superhero material.

They're eyes met, and the boy's gaze dropped to the floor. The blue lightning crackling around his hands changed Teddy's previous opinion. Maybe he had a little power after all.

"This is Billy Kaplan." Nate said, gesturing to the boy and cocking an eyebrow at the sparks running along his hands. "He'll be joining us as Asguardian."

"Billy," Nate waited until the boy looked up. "This is Eli; he'll be going as Patriot."

Eli nodded a greeting, and Billy nodded back.

Teddy managed a marginally normal smile as Billy's gaze landed on him. Already those honey brown eyes made him want to flush and grin like an idiot.

"And this is Teddy. He'll be Hulkling."

Billy looked startled, and the electricity stopped arcing between his fingers. "Hulkling?"

His voice was nice too. A little on the shy side, but with a certain amount of power. Like everything else about him.

"I'm a shapeshifter." Teddy answered, smile going into a crooked smirk.

"Oh."

"Asguardian?" He queried back, anxious to hear more of that voice.

Billy shrugged. "I really have no idea what I can do." The lightning was back. "Iron Lad says magic..."

"That's what the file said." Nate said, in a failing attempt to get back in control of the conversation.

"But all I've been able to do is make lightning." He held up his hand, which crackled a bit before the light disappeared, almost as if to spite him trying to demonstrate. He smiled a bit ruefully.

"Some of the time."

"That's what we're here to learn." Nate dragged back their attention, though Teddy mostly ignored his discussion of training schedules and continued sneaking glances at Billy.

"Teddy, Eli, you both have superstrength, so you two will be a match in sparring. Just try to find out what the other can do." Nate said, drawing Teddy's attention back with true orders. "Billy and I will work on flying."

"Flying?" Teddy asked, looking at Billy with a grin.

"News to me." Billy said, looking a bit like a deer in the headlights. A cute deer.

"You should be able to do it," Nate said, moving over to lead them all back outside, "With a bit of focus."

Teddy found that the next few hours were a bit of a compromise. He couldn't pay attention to Billy – no matter how adorable he was shakily getting off the ground, or how beautiful when he finally got the hang of it – without getting the shit kicked out of him by Eli, who was obviously far less distracted by the slightly geeky almost godlike boy learning to fly next to them.

After far too long of focusing on the sparring and gaining bruises when his mind strayed, Iron Lad seemed to decide Billy had gotten stable enough.

"You should try with a passenger."

Billy looked a little startled and stuttered. "W-what? Why?"

"Because I can fly. And you can fly. But they can't."

Eli and Teddy's match trailed off, which was good, because Teddy had other plans now.

"We'll have to carry them in a quick escape."

"Try me." Teddy volunteered, hoping he wouldn't be electrocuted when Billy touched him – the look on Billy's face warned of the possibility. "Between the super strength and the shapeshifting, you won't do much damage if you drop me."

"Thanks for the confidence."

The sarcasm coming out of such a shy looking boy's mouth was surprising. It kept Teddy

fascinated.

"Just saying."

"Yeah..." And then Billy was back to being nervous. Teddy moved over to him, confident, and let Billy slip a hand around his waist to hold on when they took the the air. His skin grew hot under the touch, and suddenly he was filled with the anxiety that Billy was going to see what he was doing – realize that he was trying a little too hard to be close – and then he would have lost his teammates as well as his school friends.

Billy coughed, nervously clearing his throat, and for a second Teddy thought that he had guessed the intention behind his volunteering. But nothing was said as he was lifted into the air.

There was a moment of shock when his feet left the ground, but Billy steadied them and took them higher, to where the wind could whip their hair. Then it was actually kind of... fun, and not just because Billy's hand was firmly tucked against his stomach, so warm that he wondered if the blue lightning was back.

Billy's arms were a lot stronger than Teddy ever would have guessed, easily holding Teddy close and supporting him against his chest.

That thought brought his attention sharply back to how much bodily contact he was having with the beautiful boy witch. Shit. He would so get dropped out of the sky if Billy found out what he was thinking.

"So... uhm..." He had to break the silence. Stop his thoughts.

"Mn?" Billy mumbled back, still focused.

"Oh, should I not be talking?" It had just occurred to him that – as much as he wanted the distraction – distracting Billy might not be the best idea this high up.

"Don't worry," came the answer, a little absent-mindedly. "I'll tell you when to shut up."

Teddy snorted. Straightforward. He was liking this boy more and more. "Have you noticed there's no girls on the team?" The team, yes. What else was there to talk about?

"I honestly don't pay much attention to girls."

Teddy's heart leapt into his throat, hardly believing he'd just heard that. Did that mean...? Was he...?

Billy dropped a few feet in the air, effectively killing the butterflies in Teddy's stomach by dousing them with pure terror. "Oh **crap**, pretend I didn't just say that. I can't focus on flying and talking at the same time."

Teddy shook his head, wanting to say something comforting but having to swallow the lump in his throat first. "No, I-"

His words were cut off as they both abruptly fell out of the air. For a moment, he expected it to be like before, with Billy catching himself a few feet down, but he didn't, so they fell, and the ground rose, hard and unforgiving, to meet them.

Teddy managed to spin in the air, bulking up somewhat, to catch Billy before he could hit the dirt. The impact was painful, knocking the breath out of him. It left him laying there, stunned, as the seconds dragged by, and then laying there, pretending to be stunned, so that he could have an excuse to keep his arms around a panicking and apologetic Billy.

"Teddy? Teddy?" Billy peered frantically into Teddy's eyes, and the shapeshifter all but melted in the concerned gaze.

He coughed to get the air back into his lungs and gave the boy a pained grin – anything to get him to stop looking so worried. "I'm fine, Billy..." He said, adding, "Really, I promise," when he remained unconvinced.

"I should **never** carry a passenger again."

"Don't say that!" Teddy said quickly – almost too quickly. At the last second, he managed to make it sound like just a friend trying to cheer up a teammate than an over eager kid with a crush. "Flying is the coolest thing I've done in ages. I can't wait to do it again." And flying hadn't even been the best part. His aches melted away at the mere thought of Billy's arms around him.

"Well, it won't be today!" Billy said, firmly and not at all calmly.

"Not even so I won't have to walk home?" Teddy asked, looking up at Billy from under his bangs – the boy was still half on top of him since Teddy's arms were still around his waist and he hadn't thought to protest.

"I am **not** dropping you above pavement."

Teddy sighed and conceded. That did sound a little too painful even for a shot at being pressed against that body...

Then a deep scarlet flush spread across the witch's cheeks as their position dawned on him. He

scrambled off and too his feet, looking anywhere but at Teddy, who, disappointed, sat up and dusted himself off.

"Shall we call an end to this evening?"

Teddy hadn't even heard Nate and Eli come up. He looked up and shrugged at Nathaniel's question. Leaving would mean walking home with his bruises, but staying would just be adding more on top.

"Please," Billy groaned, rubbing his temples.

"All right." Nathaniel sighed. Eli was already turning to leave. "Be back here tomorrow night."

Teddy winced as he stood, and Billy covered his face with his hand. "I'm more sore from being beaten by Eli than from falling," Teddy assured him as Nathaniel walked away.

"Thanks for saying." Billy shook his head unhappily.

"See you tomorrow?" Teddy hoped for a positive goodbye to give him a little hope, but Billy only nodded and headed for the gates. With a pained groan, Teddy waited a few seconds so that he wouldn't look like a total stalker when he had to go the same direction as Billy.

* * *

It took almost the full practice to convince Billy to try flying again, but Teddy was encouraged by his flush and vehement negative when it was suggested that he take Iron Lad or Eli as a passenger instead.

After much persuasion, and Teddy's insistence that he was fine, they got up in the air, steadier than the day before. Billy must have practiced some at home. Even so, Teddy decided that it would be safer for them both if he just silently enjoyed the ride rather than distracting him with conversation. Safer, no matter how much it felt like he was taking advantage of their proximity.

However, it was Billy this time who broke the silence.

"You don't feel... uncomfortable with this?" He queried, voice low and shy.

Teddy was a little distracted by the way Billy's voice vibrated through his chest. "I'm perfectly safe if you don't go too high." He answered, used to assuring the boy's nerves at this point.

"That's not what I meant." Billy's voice was even quieter, so that Teddy almost didn't catch the next words. "I meant... after... what I said yesterday?"

Teddy froze, holding perfectly still in Billy's arms. "What, you mean the part I was supposed to forget?" He tried to joke it off, but inside he was hoping, praying, that he'd understood the meaning behind that comment. 'I don't pay much attention to girls.' Surely that meant his focus was on boys?

Billy didn't reply, so Teddy continued.

"Am I comfortable enough in my masculinity to fly like this?"

Billy wobbled in the air a bit, sending Teddy's stomach lurching. "Um, yeah." Then he gave a little squirm that was as much encouragement as Teddy needed to keep going. He had to know whether there was hope with this boy or to give up, otherwise he'd go insane.

"I'm pretty comfortable in the fact that I'm gay."

For the second time in as many days, he found himself falling from the sky and spinning to catch Billy Kaplan. This time, he didn't get nearly as much time to keep his arms wrapped around the boy, as he was sitting up quickly, still on top of Teddy, eyes full of shock and – was he imagining it? -- excitement instead of apology.

"You're gay t-" He cut off.

"Too!" Teddy finished the sentence quickly. "You were going to say "too"."

Billy flushed.

"I knew it." Teddy grinned crookedly. "I hoped-"

"Oh, shut up." Billy snapped, leaning forward to silence him with a kiss.

_§ Fine §_

* * *

A.N. Teddy might have been a little more bold about being gay than he should have, but it worked out really adorably. I like where it ended (didn't think going on would give as good a line as the throw back to their earlier convo) but I might be persuaded to continue it further with a few comments.


End file.
